


Three is a Crowd

by PolarKraken



Category: SpongeBob SquarePants (Cartoon)
Genre: Buttsex, Dirty Talk, Hectocotylus, M/M, Multi, PWP, Rough Sex, Tentacle Sex, Threesome, You've been warned, facesitting, irl octopus dicks
Language: English
Status: Completed
Published: 2018-06-23
Updated: 2018-06-23
Packaged: 2019-05-27 03:44:29
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 3,175
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15015941
Author URL: https://archiveofourown.org/users/PolarKraken/pseuds/PolarKraken
Summary: Uuuuh, yeh it's a sleazy threesome, because I can't decide on one ship.A fair warning: The pods havetheseas their genitals in this, to make it more fun.





	Three is a Crowd

"Hold his legs open, Squilliam..." 

SpongeBob said while he was working on covering Squidward's chest with hickeys. 

"With pleasure." 

Squidward could hear an aroused voice say behind him and then he felt strong tentacles pulling his knees apart. 

He wanted to protest but couldn't. The sponge had moved upwards to seal his mouth with a kiss, slipping his tongue in deep, exploring every last corner. He gasped against him when he suddenly felt pressure between his legs, slick fingers caressing his dick. It was coming to life, slowly unravelling from its usual hiding spot between his legs to push against SpongeBob's hand like a domesticated snake. He moaned and winced, and he almost forgot about the other octopus behind him, if it wasn't for Squilliam suddenly starting to nibble at his neck.

Somehow, for some weird reason, him and SpongeBob had agreed on a threesome with Squilliam. It must have been a mixture of the relentless flirting with him and his manipulation of SpongeBob, telling him it would be mean to keep Squidward all to himself. Of course the gullible sponge fell for this trick, and Squidward had been too flattered by Squilliam's approaches to say no, so this is how they ended up in this sleazy hotel bed.

He hadn't expected the two to work together like this. His back was propped against Squilliam who was sitting behind him, holding his body still for easy access while SpongeBob was starting to massage and rub his dick without breaking their kiss.

It was humiliating and flattering at the same time, being wanted by two men at once. It didn't take long before the little sponge broke the kiss to direct his attention fully towards his penis. He pulled on this specialised tentacle to work on it better, having the look of a starved animal on his face, about to devour his prey. 

Pretty impressive for a filter feeder.

Squidward just watched him, one of his tentacles on his forehead to get rid of some of the sweat.

"What do you want me to do, Squidward?" 

He hushed, and while he knew this was meant in a submissive way he couldn't help but notice a sneaky glimmer in SpongeBob's eyes. It was almost as if he was teasing him. He let his penis move around in SpongeBob's grip, trying to grin. 

"Suck it." Short and sweet.

It seemed he finally got some control back, but then Squilliam made himself felt. One of his tentacles was slithering down his back towards a certain place on his body, leaving a sticky trail of lube.

This made him jump and turn around to look into Squilliam's face. 

"Hey! What do you think you’re doing?!" He said, trying to wiggle away.

This just made Squilliam grab on him harder. He glared at him, about to say something rude, but a yellow hand yanked his face forward. SpongeBob looked at him with a serious expression. 

"We planned this all out for you, so let him do this, okay?" 

Squidward's eyebrows lifted. So this was why they were so well coordinated.

"Why didn't you tell me your plans?" 

He asked, the arousal as strong as ever. He didn't even know why he asked that, as all he wanted to do was to watch his penis disappear between these huge buckteeth of his.

"But Squiddy, it would hardly be a surprise if we did so. Better listen to your friend."

Squilliam chimed in, obviously feeling ignored.

"Boyfriend actually." SpongeBob corrected him.

"Oh yes, of course." He could hear the disapproval in his words. 

"Shall we then?" He asked, and with that they were both back at working on him

SpongeBob finally did his bidding, and opened his mouth to suck his tentacle penis in. This alone would've left Squidward losing control. Squilliam letting his tentacle slip between his legs brought this up on a whole other level. He slowly caressed his anus, slyly circling him. This made him throw his head back, whimpering pathetically. With his neck exposed like this Squilliam found his place again and he started to nibble and suck away at it, just like SpongeBob did on his dick. 

Two other tentacles started to massage his body with their suction cups. So much at once was going on, he wasn't able to focus on one sensation.

SpongeBob started to suck harder and then did Squidward's favourite thing.  
Letting his dick slip back and forth between his buck teeth. The sensation was almost painful but Squidward enjoyed its sharpness. He looked down and saw that SpongeBob was watching him with half lidded eyes, a bright blush on his face. He was definitely more aroused than normal.

Squidward smiled lovingly but was quickly distracted. The tentacle between his legs was pushing against him, and he could feel it slowly entering him. He would've moved away but he was still in Squilliam's grip, so all he could do was stiffen and bite his lips, as he felt his body getting invaded by his arch nemesis.

He felt how his dick was pulled out of SpongeBob's mouth and made a disappointed groan. 

"Hey, you can't do that yet!" He heard SpongeBob's voice say angrily. 

"I'm just losing him up! Go back and focus on your job and let me worry about mine!" 

He felt the grip on his dick get tighter with SpongeBob’s anger, making him whimper once again.

The pair was staring angrily at each other, Squidward between them, panting.

"Ju-just get on with it...!" 

This actually did something, both of them looking at him, which made him blush even more. Squilliam was still inside him, and SpongeBob still was squeezing his dick, so his body awaited stimulation. 

"However you want, Squiddy..." 

They both said in unison, and then they finally moved. Squilliam started to prod and push into him slowly, and he could feel his muscles relax against the intrusion. At the same time, SpongeBob returned to licking and sucking him, all this making Squidward shudder and moan approvingly. 

They worked him for a long time, both of them giving him all their attention. He felt Squilliam's tentacle pushing deeper and deeper, finding his gonads to angle itself perfectly. SpongeBob meanwhile let his tongue swirl around his dick in the most wonderful manner, licking every nook and cranny, sucking on him hard, brushing it against his teeth.

His arousal finally overcame his awkwardness about having Squilliam here, so he let himself go, moaning and whimpering and encouraging them both to keep going shamelessly.

Then they seemed to switch gears, though. Squilliam removed himself and SpongeBob sat up, letting his dick slip out of his mouth.

He didn't get a chance to complain, because he felt another, thicker tentacle pushing against him and he realised that it was Squilliam's dick. It didn't even take three pushes and he was inside him, his slickened up and soft muscles practically sucking him in. 

Well this was embarrassing once again, he blushed and grabbed onto Squilliam's face. 

"Pl...please go slow..." He hushed. 

"Depends what your sponge does." Came the answer which made him look downwards.

His gaze followed SpongeBob's arm which was reaching down between his legs, fingering himself with lube. 

"Oh Neptune...." He whispered, his dick in SpongeBob's grip twitching with excitement. 

He knew he was touching his favourite pore, which coincidentally was placed right between his legs and seeing him like this almost made him forget about Squilliam. 

Almost. 

The posh octopus lifted his legs to be able to move better, which changed the angle his dick was nuzzled inside him. He gasped and had to close his eyes.

He felt movement in front of him and when he opened them again, he could see SpongeBob kneeling right in front of him, positioning his penis properly. One hand got a hold of his neck, and then they were kissing once more. SpongeBob just pulled away to moan: 

"Put it in me…" before he returned to kiss him deeply. 

He loved it when SpongeBob told him straight up what he wanted, but he also knew that Squilliam would probably start to move once he did. The fullness inside of him was already driving him crazy so he didn't know how he would deal with that.

There was no time to dither; his body demanded him to fuck his boyfriend already, no matter the cost. Even if it meant having his nemesis pound him stupid.

So he did just that, letting his dick slip into the prepared hole, feeling the familiar curves and bends, his flexible appendage perfectly capable of navigating them. This made SpongeBob break the kiss once more, this time just to praise him and moan to go deeper. 

Just when he was about to push further, Squilliam moved at last, which stopped him mid-push. He didn't ease him into it, he was holding his legs up and started to thrust into him hard and fast without any warning, so Squidward's body was shaken and his mind went blank with each push. 

He heard SpongeBob's protest but couldn't do anything; the way his rival's penis was pushing against his gonads and filled his insides were too intense, leaving him moaning and helpless.

He cried out high pitched, his head thrown back once more; what he didn't see in his bliss was the way Squilliam looked at SpongeBob, a mix of triumph and arrogance.

Robbed of his own pleasure and his boyfriend SpongeBob didn't hesitate. He hopped onto Squidward and hugged him with both his arms and legs. 

"Oh no you don't!" 

He squawked annoyed and then moved his hips, letting Squidward's dick slip in and out of him. Squidward hugged him back, grateful for the possessiveness, and despite the rough treatment of the other their lips found each other once again.

Both his and SpongeBob's bodies were rocked up and down by Squilliam, who was clearly annoyed that he didn't get any more intimacy.

"That's not what I had in mind..." He hissed. 

The pair looked at him, letting go of each other's lips. 

"Sorry about that." Squidward grinned, pulling his boyfriend closer. 

"Oh, you will be..." 

Came the answer and suddenly they were thrown off Squilliam's lap and onto the mattress. SpongeBob landed on his back, Squidward on top of him.

Squidward was about to push himself up to ask if SpongeBob was okay, but instead he felt his hips pulled upwards, so his upper body fell down onto the soft sponge under him. Once again Squilliam started to fuck him without consideration. He cried out, more from arousal and surprise than from pain, wishing this would leave him with enough strength in his arms to not smother SpongeBob anymore. 

"I'm the one who will make you cum, Squiddy, so enjoy the ride!" 

Such lewd words from this posh octopus. 

He could feel every aggressive thrust, making his insides light up with ecstasy and arousal, but he had to fight against it, for SpongeBob’s sake. His expression became grim and he used all the strength he had left to push himself off his boyfriend. The Squidward-shaped indent in him vanished with a pop and SpongeBob's face appeared, frustrated and annoyed. The octopus behind him was still pounding away, so Squidward had to do his best to be able to speak. 

"What... haaah… should... we... do... aaah!"

SpongeBob thought for a moment and snapped his fingers, indicating an idea.

"He's playing dirty... Well two can play this game." 

He whispered, caressing Squidward's face reassuringly. With that he pushed himself off the mattress and snatched Squidward away from his rival.

Both octopuses yelped when they got separated. Squilliam was on his knees, his dick now uselessly flailing in front of him and Squidward on his side, being embraced in a tight hug. He pulled his legs up, and nuzzled deeper into SpongeBob. It wasn't like it hadn't felt good what Squilliam had done to him, but he wanted to be able to pay SpongeBob attention as well. Not to mention not giving Squilliam the satisfaction.

He looked into his lover's face, trying to figure out just what he came up with.

"What's the big idea, spongebrain??" Squilliam huffed, trying to find his composure. 

"Could ask you the same thing… uuuh... fancybrain!" The sponge retorted. 

"That's not an insult, SpongeBob." Squidward whispered, but he stood by what he said. 

"You can keep doing whatever you want, I just have to rearrange a bit." 

With that he gently pushed Squidward onto his back, giving him a little kiss on his forehead and then climbed over him, so his knees were each next to his shoulders. Squidward looked up and could get a good look between SpongeBob's legs, the pore he had been in visibly wet and swollen. Just what was he planning to do?

Just when he wanted to ask, he could feel SpongeBob's grip on his penis again, which made him sigh happily.

His gaze got locked with SpongeBob's, who was looking rather strange from this angle. His hips and nose comically enlarged and his face visibly flat, but he could see his love struck expression nonetheless. The expression he always had when he was about to lose himself with him. SpongeBob pushed Squidward’s nose to the side, smiling widely. 

"I'm gonna sit on your face now Squidward, so do whatever you want with me." 

The octopus blushed furiously, just now realising that he moved his nose so he could breathe, and then SpongeBob's body was pressed against his face. He gripped his hips and lifted him a bit, glad about his ability to just pick his little boyfriend up with no effort. With a bit more space to move he extended his tongue and started to lick at SpongeBob's favourite pore. This produced the most wonderful moans and whimpering noises, SpongeBob grappling his shoulder and begging him to go deeper. 

It was exciting, this was the first time he was sitting on his face and he made a mental note to repeat this soon when they were in a more appropriate setting. After SpongeBob got accustomed to these new sensations he started to reciprocate. Holding Squidward's dick with one hand he sucked at like a lolly pop. Perfect sensations, SpongeBob's warm and soft body pressed against his lips and his own tentacle getting caresses just how he loved it made him moan once more. Kind of amusing that they were able to do 69 in this position.

His focus soon got forcefully shifted when he felt Squilliam's iron grip, spreading his legs apart. He sighed, the blow of air making SpongeBob jump. He would've giggled but he himself got startled when he felt Squilliam's dick at his back entrance once more, slipping inside and shallowly fucking him. For once he didn't use his full force. Maybe he was actually jealous of the gentleness he and SpongeBob shared.  
He moaned, while kissing his lover's body, sucking and licking on him, letting his tongue glide into his pore. 

He felt Squilliam creeping deeper into him, still with gentle pushes. He used several of his arms to massage whatever part of his body he could reach, so now he could feel pressure at his legs, hips and belly, gentle suction cups pulling and releasing his skin. This was a nice change from the raw treatment he had gotten before and he decided to let Squilliam know. 

He lifted the sponge and hushed. "That feels really nice, Squilliam..." 

After that he hummed with approval and then returned to the duty at hand.

He felt Squilliam speeding up a bit, still being gentle with his movements and he felt how his body reacted way stronger to these kinds of sensations. Especially together with SpongeBob's amazing mouth skills. 

The slow pushing inside him made his neither regions tingle, SpongeBob's tongue on his penis just made him more sensitive, and the pleasure he got from eating his boyfriend out did the rest.

The arousal was rising, he moved his hips in unison with Squilliam's pushes, his dick thrusted into SpongeBob's mouth, scraping along his teeth gap, all the while he slid his own tongue deeper into the sponge. 

It was quite literally a cluster fuck. They were all huffing and puffing, Squilliam lifting his legs a bit so he could go deeper, reaching an especially good spot inside of him. His boyfriend picked up the new angle and decided to go farther as well. He closed his lips around his dick and sucked on it hard, swirling his tongue around in impossible motions. Squidward's mouth was wide open, still pressed against his boyfriend, nibbling at him while moaning, his tongue deep inside of his pore.

Their movements sped up one last time, all of them grunting and blabbering nonsense, Squidward's body gently swaying from Squilliam's movements, SpongeBob cross eyed and sucking on Squidward's dick, and Squidward pushing his face against the sponge, wanting to give him everything he got.

A few more thrusts and Squidward finally came, involuntarily biting down on SpongeBob who seemed to enjoy this so much he came right after, a bit of white fluid spraying into Squidward's mouth.

While Squidward was still riding out his orgasm, he could feel the other octopus finding release, his insides being filled with his fluids. It was weird, but not in a bad way, a dark part of his mind greatly enjoying being the receiver of Squilliam’s DNA. Well, and of SpongeBob’s DNA, which was smeared over his face.  
He looked up and saw a dreamy and satisfied SpongeBob let go of his penis, now flaccid and passive in his grip. He collapsed backwards, falling asleep instantly and starting to snore on Squidward’s belly. He also felt dizzy but Squilliam still hasn’t removed himself, so he craned his neck, trying to see what took the other so long.

“You had your fun, now shoo!” Squidward quipped, peace and quiet all on his mind right now after this amazing orgasm.

Squilliam looked a bit hurt, but actually moved, Squidward’s body hyper aware of the empty feeling he left inside.

“So no cuddles for me, I presume?”

He asked, more rhetorically than anything. He was already getting dressed.

“You presume correctly, yes.” Squidward just answered dryly, before he pulled SpongeBob into a tight hug. 

“Don’t let the door hit you on your way out!” he yelled, before he yawned and rolled himself and his lover into the bedcovers. 

He heard the door open, suction cups moving and then the door closing quietly. Finally, time to sleep. He cracked his heavy lids open once more to look into SpongeBob’s peaceful sleeping face. He smiled. This must’ve been the weirdest thing he had ever done, but at least it got him a new thing he could do with the small sponge.  
Only the tiniest bit of guilt was gnawing on his subconsciousness, that he had thrown Squilliam out like this, but well, he would get over it, he was sure. He rolled himself up, pulling the bedsheets to his chin and was gone within seconds.


End file.
